This creamy, three-cheese Mac and cheese with crunchy bread crumb topping is made in a skillet. Quick and easy, it goes from the stove-top to the oven in one pan, making for easy clean-up. Made with a blend of three different kinds of cheese, it is super creamy and decadent. It is the perfect comfort food.
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This skillet mac and cheese is a creamy, cheesy pasta dish with a buttery, crunchy, breadcrumb topping that is quick and easy to prepare.
It is prepared and baked in a skillet, using less dishes than most baked mac and cheese meals, making for easy clean up.
This delicious macaroni is made with three types of cheese, which creates a thick, smooth sauce with tons of flavour.
From start to finish the entire dish is ready in about 40 minutes making it perfect for busy weeknights or anytime you need a quick meal.
It will serve 4 – 6 people depending on appetite, serving size, and whether or not you are using it as a main course or side dish.
For a full list of ingredients and measurements, see the printable recipe card at the bottom of this post.
- Macaroni noodles – I like elbow macaroni for this recipe, but any short tubular pasta will work. You could also use other small pasta such as small or medium shells, fusilli, or bow-tie.
- Butter – I like salted butter, but unsalted will work just fine. You can also use margarine if you prefer.
- All-purpose flour – Flour helps the sauce thicken. If you are using gluten-free noodles, you can leave the flour out, it just means the sauce will be slightly thinner.
- Seasonings – A blend of mustard powder, onion powder and granulated garlic gives this sauce great flavour.
- Milk & Cream – A combination of milk and cream makes the sauce rich, thick, and creamy. You can change the ratios if you like, depending on what you have on hand. If you want to reduce the fat, you can replace the cream with milk.
- Cheese – This recipe uses a blend of three types of cheese; cheddar, gouda, and gruyere. The combination gives the sauce a rich, creamy flavour and texture. If you can’t find all three, you can substitute them with other cheese such as Monterey Jack, Swiss, or Asiago.
- Panko breadcrumbs – The breadcrumbs give this Mac & cheese a nice, crunchy topping which balances nicely with the creamy sauce. If you don’t have Panko, you can use regular breadcrumbs, crushed crackers, or crushed corn flakes.
Step by Step Instructions
Make the Sauce
Begin by cooking the macaroni noodles to al dente, drain and set aside. You want the noodles to be still slightly firm as they will continue to cook in the sauce.
Step 1 – In a 10-inch oven-safe skillet, melt the butter over medium heat. Then add the flour and seasonings and whisk until well combined.
Seasoned cast iron or enamelled cast iron skillets are my favourite to use for this dish. The cast iron is oven-safe, sturdy, and helps to retain heat while serving.
Step 2 – Add the milk and cream to the skillet and heat for a few minutes until warm. Add half of the cheese and gently whisk until melted, then add the remaining cheese, reserving half a cup of cheese for topping the macaroni.
Pro-Tip: Use freshly shredded cheese for the best texture and flavour. Pre-shredded, packaged cheese contains additives that affect how well the cheese melts and blends with the sauce.
Bake the Mac and Cheese
Step 3 – Heat the cheese and milk just until the cheese is melted and smooth and the mixture has begun to thicken. Next, add the cooked macaroni noodles and stir to combine.
Step 4 – In a small bowl, mix the bread crumbs, softened butter, garlic powder, and parsley flakes. Top the macaroni with the reserved cheese and the bread crumbs, then bake for 15-20 minutes until bubbly and the top is lightly golden brown.
Pro-Tip: Bake until the sauce is bubbly and the bread crumbs are lightly toasted. Over baking can cause the cheese sauce to separate, leaving you with gritty and oily sauce.
Substitutions & Variations
There are a few ways to customize this recipe, depending on your needs or preferences.
- Noodles – Use any short tubular pasta you like; elbow macaroni, penne, and rigatoni all work fine. If you don’t have any on hand, you could also use small or medium shells, fusilli, or bow-tie. If you need to keep this dish gluten-free you can use your favourite gluten-free pasta.
- Milk & cream – You can use any milk you like, but higher fat milk will create a thicker, richer sauce. If you want to reduce the calories and fat you can skip the heavy cream and use milk instead.
- Seasonings – This recipe uses mustard, garlic and onion, but you can change the seasoning depending on what you like. Add chili powder for a bit of spice, smoked paprika to add some smokiness, or use packaged ranch seasoning if you want.
- Cheese – The combination of cheese in this recipe creates a nice creamy sauce that with great flavour. However, you can use any combination of cheese you like. Monterey Jack, pepper jack, Asiago, and swiss are all great additions.
- Breadcrumbs – Panko breadcrumbs have a great, crunchy texture, but if you don’t have any, you can use regular breadcrumbs, crushed crackers, or even crushed cornflakes. If you don’t like your mac and cheese to have a crunchy topping, you can simply omit the breadcrumbs.
You can store leftovers in an air-tight container in the refrigerator for about 3 days.
Leftovers can be reheated in the microwave, or you can cover and bake in the oven and 350° F for 10-15 minutes.
You can reheat this Mac and cheese on the stove-top as well; however, the breadcrumbs will soften and mix with the macaroni.
Top Tips & FAQS
- Use freshly shredded cheese for the best texture and flavour.
- Cook the noodles just until al dente. You want them to remain a bit firm before adding to the sauce as they will continue to cook in the oven.
- Don’t be tempted to bake the Mac & cheese longer than necessary. Over baking can cause the sauce to separate and become gritty, as well as over cooking the noodles.
Yes. Simply swap the noodles for your favourite gluten-free variety and omit the flour. Be sure to select gluten-free breadcrumbs for the topping.
I don’t recommend making this dish ahead of time as it will cause the sauce to over-thicken and the noodles to become very soft. Instead, prepare all the ingredients ahead of time to make preparation and cooking time quicker when you are ready to serve.
More Easy Pasta Recipes
Skillet Mac & Cheese
- 8 oz (2 cups) dry macaroni noodles
- 4 tbsp salted butter
- 2 tbsp all-purpose flour
- 1 teaspoon dry mustard
- ½ teaspoon onion powder
- ½ tsp granulated garlic
- 1 ½ cups whole milk
- ½ cup heavy cream
- 3 oz cheddar cheese, shredded approximately 1 cup lightly packed
- 3 oz gouda, shredded approximately 1 cup lightly packed
- 3 oz Gruyere, shredded approximately 1 cup lightly packed
Bread Crumb Topping
- ¾ cup panko bread crumbs
- 2 tablespoon butter softened
- 2 teaspoon parsley flakes
- ½ teaspoon granulated garlic
- Preheat the oven to 350°F.
- Bring a large pot of water to a boil and add the pasta. Cook to al dente, then drain and set aside. While the pasta cooks, you can begin the sauce.
- Heat a 10-inch oven-safe skillet over medium heat. Add the butter and let it melt, then add the seasonings and flour. Whisk to combine, forming a thick paste.
- Add the milk and cream to the skillet and heat until warm, then add half of the cheese. Stir or whisk to allow it to melt and combine with the milk, then add the remaining cheese, reserving half for later. Continue to heat the sauce until the cheese is fully melted and the sauce is slightly thickened.
- Add the drained noodles to the skillet and stir to combine with the sauce.
- In a small bowl, combine the panko breadcrumbs, softened butter, parsley flakes, and granulated garlic.
- Sprinkle the reserved cheese over the macaroni and then sprinkle the breadcrumbs over top.
- Place the skillet in the oven and bake for 15-20 minutes until the sauce is bubbly and the breadcrumbs are lightly toasted.
- Remove from the oven and serve immediately.
Nutritional information is based on third-party calculations and should be considered estimates. Actual nutritional content will vary with brands used, measuring methods, portion sizes and more.